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EXHIBIT 10(o)
VOTING AGREEMENT
In consideration of Texas Instruments Incorporated, a Delaware
corporation ("PARENT"), Unicorn Acquisition Corp., a Maryland corporation
("MERGER SUB"), and Unitrode Corporation, a Maryland corporation (the
"COMPANY"), entering into on the date hereof an Agreement and Plan of Merger,
dated as of the date hereof (the "MERGER AGREEMENT") which provides, among other
things, that Merger Sub, upon the terms and subject to the conditions thereof,
will be merged with and into the Company (the "MERGER") and each outstanding
share of Company Common Stock (as defined in the Merger Agreement) will be
converted into the Share Consideration (as defined in the Merger Agreement) in
accordance with the terms of the Merger Agreement, each of the undersigned
holders (each, a "STOCKHOLDER") of shares of Company Common Stock agrees with
each of Parent, Merger Sub and the Company as follows:
1. Each Stockholder hereby agrees, in person or by proxy, to vote the
shares of Company Common Stock set forth opposite its name in SCHEDULE A hereto
(the "SCHEDULE A SECURITIES") to approve and adopt the Merger and the
transactions contemplated thereby at any meeting or meetings of the stockholders
of the Company, and at any adjournment thereof or pursuant to action by written
consent, at or by which the Merger or such other transactions, are submitted for
the consideration and vote of the stockholders of the Company.
2. Each Stockholder hereby agrees that such Stockholder shall not enter
into any voting agreement or grant a proxy or power of attorney with respect to
the Schedule A Securities which is inconsistent with the obligations of such
Stockholder under this Agreement.
3. A Stockholder may sell, assign, encumber or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding in respect
of the direct or indirect sale, assignment, transfer, encumbrance or other
disposition of, any Schedule A Securities during the term of this Agreement
provided such Stockholder provides written notice to Parent and first obtains a
written agreement from the proposed transferee pursuant to which the proposed
transferee agrees to be bound by the terms of this Agreement.
4. Each Stockholder hereby represents and warrants to Parent and Merger
Sub that as of the date hereof:
(a) Such Stockholder (i) owns beneficially all of the shares
of Company Common Stock set forth opposite the Stockholder's name in
SCHEDULE A hereto, (ii) has the legal power, authority and right to
enter into, execute and deliver this Voting Agreement without the
consent or approval of any other person, and (iii) has not entered into
any voting agreement or other similar agreement with or granted any
person any proxy (revocable or irrevocable) in respect of such shares
(other than this Voting Agreement).
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(b) Assuming due authorization, execution and delivery by the
other parties hereto, this Voting Agreement is the valid and binding
agreement of such Stockholder.
(c) No investment banker, broker or finder is entitled to a
commission or fee from such Stockholder in respect of this Voting
Agreement based upon any arrangement or agreement made by or on behalf
of the Stockholder.
5. If any provision of this Voting Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to the
extent of such invalidity or unenforceability only, without in any way affecting
the remaining provisions of this Voting Agreement.
6. This Voting Agreement may be executed in two or more counterparts
each of which shall constitute one and the same instrument.
7. The parties hereto agree that if for any reason any party hereto
shall have failed to perform its obligations under this Voting Agreement, then
the party seeking to enforce this Voting Agreement against such non-performing
party shall be entitled to specific performance and injunctive and other
equitable relief, and the parties hereto further agree to waive any requirement
for the securing or posting of any bond in connection with the obtaining of any
such injunctive relief. This provision is without prejudice to any other rights
or remedies, whether at law or in equity, that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Voting Agreement.
8. This Voting Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
9. This Agreement shall terminate upon the earlier of (a) the Effective
Time (as defined in the Merger Agreement) or (b) the termination of the Merger
Agreement in accordance with its terms.
10. Parent, Merger Sub and the Company understand and agree that this
Agreement pertains only to each Stockholder and not to any of its affiliates, if
any, or advisers.
11. Neither Parent, Merger Sub nor the Company will enter into any
agreement with any other stockholder of the Company having a purpose or effect
substantially similar to that of this Voting Agreement on financial terms (in
respect of such other stockholder) more favorable than the terms of this Voting
Agreement.
12. Any Stockholder who is also a director or officer of the Company
will not, by execution of this Agreement, be precluded from exercising his or
her duties under applicable law in his or her capacity as a director with
respect to the Company and nothing herein will limit or affect, or give rise to
any liability to a Stockholder by virtue
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of any actions taken by such Stockholder in his or her capacity as a director or
officer of the Company.
13. Nothing contained in this Voting Agreement shall be deemed to vest
in Parent, Merger Sub or the Company any direct or indirect ownership or
incidence of ownership of or with respect to any Schedule A Securities. All
rights, ownership and economic benefits of and relating to the Schedule A
Securities shall remain and belong to the applicable Stockholder and neither
Parent, Merger Sub nor the Company shall have any power or authority to direct
any Stockholder in the voting of any Schedule A Securities or the performance by
any Stockholder of its duties or responsibilities as a stockholder of the
Company, except as otherwise provided herein.
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IN WITNESS WHEREOF, the parties hereto have executed this
Voting Agreement as of July 25, 1999.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
UNICORN ACQUISITION CORP.
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
UNITRODE CORPORATION
By: /s/ XXXX XXXXXXX
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President/CFO
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STOCKHOLDERS
/s/ XXXXXXXX X. XXXXXXX
---------------------------------------
Xxxxxxxx X. Xxxxxxx
/s/ XXXXXX X. XXXXX
---------------------------------------
Xxxxxx X. Xxxxx
/s/ XXXXXX X. XXXXXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxxxxx
/s/ XXXXX X. XXXXXXXX
---------------------------------------
Xxxxx X. Xxxxxxxx
/s/ XXXXXXX X. XXXXXXX
---------------------------------------
Xxxxxxx X. Xxxxxxx
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SCHEDULE A
TO
VOTING AGREEMENT
Stockholder Class Number of Shares
----------- ----- ----------------
Xxxxxxxx X. Xxxxxxx Common 605,212
Xxxxxx X. Xxxxx Common 87,000
Xxxxxx X. Xxxxxxxxxx Common 50,000
Xxxxx X. Xxxxxxxx Common 119,750
Xxxxxxx X. Xxxxxxx Common 6,000
